<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 29, 1997
STRATEGIC DIAGNOSTICS INC.
(Exact name of issuer as specified in charter)
Delaware 0-68440 56-1581761
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or file Identification
Organization) number) Number)
128 Sandy Drive
Newark, Delaware 19713
(Address of principal executive offices)
(302) 456-6789
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
KPMG Peat Marwick LLP was previously the principal accountant for
Strategic Diagnostics Inc. (formerly known as EnSys Environmental Products,
Inc.) (the "Company"). On December 30, 1996, Strategic Diagnostics Inc.
("SDI") merged with and into the Company. The Company was subsequently
renamed "Strategic Diagnostics Inc." On January 29, 1997, the Company
determined to terminate KPMG Peat Marwick LLP's appointment as principal
accountants of the Company and to engage Arthur Andersen LLP as the Company's
independent accountants. Arthur Andersen LLP had been SDI's independent
accountants. The decision to engage Arthur Andersen LLP and to terminate KPMG
Peat Marwick LLP was subsequently recommended to and approved by the board of
directors on January 29, 1997.
In connection with the audits of the three fiscal years ended December
31, 1995, there were no disagreements with KPMG Peat Marwick LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with
their opinion to the subject matter of the disagreement.
The audit reports of KPMG Peat Marwick LLP on the consolidated financial
statements of the Company as of December 31, 1995 and 1994, and for each of
the years in the three-year period ended December 31, 1995, did not contain
any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles, except as
follows:
KPMG Peat Marwick LLP's report dated February 16, 1996 refers to the
adoption by the Company of Statement of Financial Accounting Standards No.
115 "Accounting for Certain Investments in Debt and Equity Securities" on
January 1, 1994.
The Company has requested that KPMG Peat Marwick LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated
February 5, 1997 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Page 2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit No. Description
- ----------- -----------
16.1 Letter from KPMG Peat Marwick LLP
Page 3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STRATEGIC DIAGNOSTICS INC.
Date: February 5, 1997 By: /s/ Gregory J. Bell
--------------------------
Gregory J. Bell
Vice President-Finance and
Chief Financial Officer
Page 4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
16.1 Letter from KPMG Peat Marwick LLP
Page 5
<PAGE>
Exhibit 16.1
KPMG Peat Marwick LLP
150 Fayetteville Street Mall Telephone 919 664 7100 Telefax 919 664 7250
Suite 1200
Post Office Box 29543
Raleigh, NC 27828-0543
February 5, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for EnSys Environmental Products, Inc.
(now doing business as Strategic Diagnostics, Inc.) and, under the date of
February 16, 1996, we reported on the consolidated financial statements of
EnSys Environmental Products, Inc. and subsidiary as of and for the years
ended December 31, 1995 and 1994. On January 29, 1997, our appointment as
principal accountants was terminated. We have read Strategic Diagnostics,
Inc.'s statements included under Item 4 of its Form 8-K dated January 29,
1997, and we agree with such statements, except that we not in a position to
agree or disagree with Strategic Diagnostics, Inc.'s statement that the
change was approved by the Board of Directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
---------------------------
KPMG Peat Marwick LLP
